Form 10-Q MESO NUMISMATICS, INC. For: Jun 30


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UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

 

FORM
10-Q

 


QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For
the quarterly period ended: June 30, 2020

 

or

 


TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
 EXCHANGE ACT OF 1934

 

For
the transition period from __________ to __________

 

Commission
File Number: 000-56010

 

MESO
NUMISMATICS, INC.

(Exact
name of registrant as specified in its charter)

 

Nevada   88-0492191
(State
or other jurisdiction of incorporation)
  (IRS
Employer Identification No.)

 

433
Plaza Real Suite 275

Boca
Raton, Florida 33432

(Address
of principal executive offices)

 

(800)
889-9509

(Registrant’s
telephone number, including area code)

 

Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange
Act of 1934 during the past 12 months, and (2) has been subject to such filing requirements for the past 90 days.  Yes ☐  
No ☒

 

Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit such files).  Yes  ☐  No ☒

 

Indicate
by check mark whether the registrant is large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting
company, or an emerging growth company. See definition of “large accelerated filer,” accelerated filer” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

 

Large
accelerated filer 
☐  Accelerated
filer 
Non-accelerated
filer 
☐  Smaller
Reporting Company 
Emerging
growth company 
☐     

 

If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐  No ☒

 

Securities
registered pursuant to Section 12(b) of the Act:

 

Title
of each class
  Trading
Symbol(s)
  Name
of each exchange on which registered
None   None   None

 

As
of January 31, 2021, there were 10,869,596 shares outstanding of the registrant’s common stock.

 

 

 

MESO
NUMISMATICS, INC.

 

TABLE
OF CONTENTS

 

 

 

PART
I – FINANCIAL INFORMATION

 

Item
1. Financial Statements

 

MESO
NUMISMATICS INC.

CONDENSED
CONSOLIDATED BALANCE SHEETS

 

    June 30,     December 31,  
    2020     2019  
    (Unaudited)        
ASSETS            
Current assets            
Cash and cash equivalents   $ 11569     $ 23,379  
Prepaid expenses and other current assets     50,000        
Total current assets     61,569       23,379  
Property and equipment, net     2,600       3,000  
Total assets   $ 64,169     $ 26,379  
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIT                
Current liabilities                
Accounts payable and accrued liabilities   $ 392,629     $ 423,209  
Accrued liabilities-related party     20,000        
Convertible notes payable, net     2,021,120       1,274,959  
Accrued interest     670,927       537,225  
Derivative liability     8,078,912       4,730,990  
Total current liabilities     11,183,588       6,966,383  
                 
Long term liabilities                
Convertible notes payable, net     9,742       54  
Notes payable-related parties     7,800       7,800  
Notes payable     324,268       324,268  
Total liabilities   $ 11,525,398     $ 7,298,505  
                 
Preferred stock, $0.001 par value; 1,000 shares authorized as Series CC; 1,000 shares issued and outstanding for the quarter ended June 30, 2020 and the year ended December 31, 2019, respectively     83,731       83,731  
Stockholders’ deficit                
Preferred stock, $0.001 par value 1,050,000 shares authorized as Series AA; 1,000,000 shares issued and outstanding for the year ended December 31, 2019           1,000  
Preferred stock, $0.001 par value; 1,000,000 shares authorized as Series BB; 559,815 shares issued and 279,146 shares outstanding for the quarter ended June 30, 2020 and the year ended December 31, 2019, respectively     279       279  
Common stock, $0.001 par value; 6,500,000,000 shares authorized; 10,774,877 and 9,562,352 shares issued and 9,172,563 and 7,960,038 shares outstanding for the quarter ended June 30, 2020 and the year ended December 31, 2019, respectively     9,174       7,961  
Additional paid in capital     20,405,066       20,524,380  
Stock payable     166,795        
Accumulated deficit     (32,126,274 )     (27,889,477 )
Total stockholders’ deficit     (11,544,960 )     (7,355,857 )
Total liabilities and stockholders’ deficit   $ 64,169     $ 26,379  

 

The
accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

MESO NUMISMATICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

    For the Three Months Ended
June 30,
    For the Six Months Ended
June 30,
 
    2020     2019     2020     2019  
Revenue   $ 28,787     $ 7,188     $ 40,107     $ 19,104  
Cost of revenue     18,904       14,970       31,023       30,678  
Gross profit     9,883       (7,782 )     9,084       (11,574 )
                                 
Operating expenses                                
Advertising and marketing     38       302       82       535  
Professional fees     17,258       70,297       29,987       123,751  
Officer compensation     201,852       12,332       247,336       37,056  
Depreciation expense     200       200       400       400  
Investor relations     743       745       4,243       14,495  
General and administrative     2,585       1,762       17,861       7,640  
Total operating expenses     222,676       85,638       299,909       183,877  
                                 
Other income (expense)                                
Interest expense     (473,867 )     (103,918 )     (912,549 )     (201,886 )
Loss on conversion of debt     (3,378 )     (2,513 )     (7,629 )     (2,513 )
Derivative financial instruments     (2,700,486 )     3,141,063       (3,025,794 )     658,070  
Net income (loss)   $ (3,390,524 )   $ 2,941,212     $ (4,236,797 )   $ 258,220  
                                 
Net loss per common share, basic and diluted   $ (0.39 )   $ 0.60     $ (0.50 )   $ 0.05  
                                 
Weighted average number of common shares outstanding, basic and diluted     8,740,434       4,927,124       8,537,214       4,914,146  

 

The
accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

MESO NUMISMATICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

For the Six Months Ended June 30, 2020

(Unaudited)

 

    Series
CC
Preferred Stock
    Series
AA
Preferred Stock
    Series
BB
Preferred Stock
    Common
Stock
    Additional
Paid In
    Stock     Accumulated        
    Shares     Amount     Shares     Amount     Shares     Amount     Shares     Amount     Capital     Payable     Deficit     Total  
Balance, December 31, 2019     1,000     $ 83,731       1,000,0000     $ 1,000       279,146     $ 279       7,960,038     $ 7,961     $ 20,524,380     $     $ (27,889,477 )   $ (7,355,857 )
Conversion of convertible
debt
                                        1,212,525       1,215       4,660                   5,873  
Repurchase of Preferred  Series
AA
                (1,000,000 )     (1,000 )                             (159,000 )                 (160,000 )
Granted of Preferred
Series AA for service
                                                          166,795             166,795  
Imputed interest on
debt
                                                    17,125                   17,125  
Loss on conversion
of  debt
                                                    7,629                   7,629  
Derivative settlement                                                     10,272                   10,272  
Net
loss
                                                                  (4,236,797 )     (4,236,797 )
Balance, June 30,
2020
    1,000     $ 83,731           $       279,146     $ 279       9,172,563     $ 9,174     $ 20,405,066     $ 166,795     $ (32,126,274 )   $ (11,544,960 )

 

 

 

For the Three Months Ended June 30, 2020

(Unaudited)

 

    Series
CC
Preferred Stock
    Series
AA
Preferred Stock
    Series
BB
Preferred Stock
    Common
Stock
    Additional

Paid In
    Stock     Accumulated        
    Shares     Amount     Shares     Amount     Shares     Amount     Shares     Amount     Capital     Payable     Deficit     Total  
Balance, April 1, 2020     1,000     $ 83,731       1,000,0000     $ 1,000       279,146     $ 279       8,370,038     $ 8,371     $ 20,538,148     $     $ (28,735,750 )   $ (8,187,952 )
Conversion of convertible debt                                         802,525       803       2,487                   3,290  
Repurchase of Preferred  Series AA                 (1,000,000 )     (1,000 )                             (159,000 )                 (160,000 )
Granted of Preferred Series AA for service                                                           166,795             37,831  
Imputed interest on debt                                                     17,125                   17,125  
Loss on conversion of  debt                                                     3,378                   3,378  
Derivative settlement                                                     2,928                   2,928  
Net loss                                                                   (3,390,524 )     (3,390,524 )
Balance, June 30, 2020     1,000     $ 83,731           $       279,146     $ 279       9,172,563     $ 9,174     $ 20,405,066     $ 166,795     $ (32,126,274 )   $ (11,544,960 )

 

The
accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

MESO NUMISMATICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

For the Six Months Ended June 30, 2019

(Unaudited)

 

    Series
CC
Preferred Stock
    Series
AA
Preferred Stock
    Series
BB
Preferred Stock
    Common
Stock
    Additional

Paid In
    Stock     Accumulated        
    Shares     Amount     Shares     Amount     Shares     Amount     Shares     Amount     Capital     Payable     Deficit     Total  
Balance, December 31, 2018         $       1,000,0000     $ 1,000       444,135     $ 444       4,901,024     $ 4,900     $ 20,835,425     $     $ (25,380,333 )   $ (4,538,564 )
Conversion of Preferred
Series BB
                            (3,010 )     (3 )     34,422       35       (32 )                  
Loss on conversion
of debt
                                                    2,513                   2,513  
Net
loss
                                                                  258,220       258,220  
Balance,  June
30, 2019
        $       1,000,000     $ 1,000       441,125     $ 441       4,935,446     $ 4,935     $ 20,837,906     $     $ (25,122,113 )   $ (4,277,831 )

 

For the Three Months Ended June 30, 2019

(Unaudited)

 

    Series CC
Preferred Stock
    Series AA
Preferred Stock
    Series BB
Preferred Stock
    Common Stock     Additional
Paid In
    Stock     Accumulated        
    Shares     Amount     Shares     Amount     Shares     Amount     Shares     Amount     Capital     Payable     Deficit     Total  
Balance, April 1, 2018         $       1,000,0000     $ 1,000       444,135     $ 444       4,901,024     $ 4,900     $ 20,835,425     $     $ (28,063,325 )   $ (7,221,556 )
Conversion of Preferred
Series BB
                            (3,010 )     (3 )     34,422       35       (32 )                  
Loss on conversion
of debt
                                                    2,513                   2,513  
Net
loss
                                                                  2,941,212       2,941,212  
Balance, June
30, 2019
        $       1,000,000     $ 1,000       441,125     $ 441       4,935,446     $ 4,935     $ 20,837,906     $     $ (25,122,113 )   $ (4,277,831 )

 

The
accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

MESO
NUMISMATICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

    For the Six Months Ended
June 30,
 
    2020     2019  
CASH FLOWS FROM OPERATING ACTIVITIES            
Net income (loss   $ (4,236,797 )   $ 258,220  
Non-cash adjustments to reconcile net loss to net cash:                
Amortization of debt discount     760,192       159,785  
Depreciation and amortization expense     400       400  
Change in derivative liabilities     3,025,794       (662,911 )
Preferred shares issued for services     166,795        
Loss on conversion of debt     7,629       2,513  
Imputed interest on debt     17,125        
Changes in operating assets and liabilities:                
Accounts payable and accrued liabilities     125,151       62,797  
CASH USED BY OPERATING ACTIVITIES     (133,710 )     (179,196 )
                 

CASH FLOWS FROM INVESTING ACTIVITIES

               
Cash paid for deposit on acquisition     (50,000 )      
CASH USED BY INVESTING ACTIVITIES     (50,000 )      
                 

CASH
FLOWS FROM FINANCING ACTIVITIES

               
Proceeds from issuance of debt     331,900       188,510  
Repurchase of preferred stock     (160,000 )      
CASH PROVIDED BY FINANCING ACTIVITIES     171,900       188,510  
                 

Net decrease in cash

    (11,810 )     9,314  
                 
Cash, beginning of year     23,379       30,834  
                 
Cash, end of year   $ 11,569     $ 40,148  
                 
NON-CASH FINANCING ACTIVITIES:                
Discount issued on convertible debt   $ 332,400     $ 188,510  
Settlement of derivative discounts   $ 10,272     $  
Conversion of convertible debt   $ 5,873     $  
Conversion of preferred stock to common stock   $     $ 34  

 

The
accompanying notes are an integral part of these condensed consolidated financial statements

 

 

MESO
NUMISMATICS, INC.

 

NOTES
TO CONSOLDIATED FINANCIAL STATEMENTS

 

June
30, 2020

(Unaudited)

 

NOTE
1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Nature
of Business

 

Meso
Numismatics, Inc. (the “Company”) was originally organized under the laws of Washington State in 1999, as Spectrum
Ventures, LLC to develop market and sell VOIP (Voice over Internet Protocol) services. In 2002, the Company changed its name to
Nxtech Wireless Cable Systems, Inc. In August 2007, the Company changed its name to Oriens Travel & Hotel Management Corp.
In November 2014, the Company changed its name to Pure Hospitality Solutions, Inc.

 

On
November 16, 2016, the Company entered into an Agreement and Plan of Merger between the Company and Meso Numismatics Corp. (“Meso”).
The acquisition of Meso is to support the Company’s overall mission of specializing in ventures related to Central America
and the Latin countries of the Caribbean; not limited to tourism. Meso is a small but scalable numismatics operation that the
Company can leverage for low cost revenues and product marketing.

 

Meso
Numismatics maintains an online store with eBay (www.mesocoins.com) and participates in live auctions with major companies such
as Heritage Auctions, Stacks Bowers Auctions and Lyn Knight Auctions.

 

The
acquisition was complete on August 4, 2017 following the Company issuance of 25,000 shares of Series BB preferred stock to Meso
to acquire one hundred (100{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}) percent of Meso’s common stock. The Company accounted for the acquisition as common control,
as Melvin Pereira, the CEO and principal shareholder of the Company controlled, operated and owned both companies. On November
16, 2016, the date of the Merger Agreement and June 30, 2017, the date of the Debt Settlement Agreement, Melvin Pereira, CEO of
Pure Hospitality Solutions, owned 100{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the stock of Meso Numismatics. Pure Hospitality Solutions, Inc. and Meso Numismatics
first came under common control on June 30, 2017.

 

On
September 4, 2017, the Company decided to suspend its booking operations, Oveedia, to focus on continuing to build its numismatic
business, Meso Numismatics. The Company did, however, use its footprint within the Latin American region to expand Meso Numismatics
at a much quicker rate.

 

In
September 2018, the Company changed its name to Meso Numismatics, Inc. and FINRA provided a market effective date and on September
26, 2018, the new ticker symbol MSSV became effective on October 16, 2018.

 

On
July 2, 2018, the Board of Directors authorized and shareholders approved a 1-for-1,000 reverse stock split of its issued and
outstanding shares of common stock held by the holders of record. The prior year financials have been changed to reflect the 1-for-1,000
reverse stock split.

 

On
November 27, 2019, Meso Numismatics Inc. entered into an Assignment and Assumption Agreement with Lans Holdings Inc., whereby
Lans Holdings Inc. assigned all of its rights to, obligations and interest in a Binding Letter of Intent entered into on May 23,
2019 with Global Stem Cells Group Inc. and Benito Nova, setting forth the principal terms pursuant to which the Company will acquire
50,000,000 shares of common stock of Global Stem Cells Group Inc.

 

 

In
consideration for the Assignment, Meso Numismatics Inc. shall:

 

Assume
certain Convertible Redeemable Notes issued by Lans Holdings Inc. to a lender, pursuant
to the Assignment and Assumption Agreement and subject to any pre-existing defaults under
the Notes, Meso Numismatics Inc. reissued an aggregate of $1,079,626 of Convertible Redeemable
Notes to the lender which bear interest at a rate varying from ten (10{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}) to fifteen (15{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3})
percent, and have a one (1) year maturity date.

 

Issue
to Lans Holdings Inc. 1,000 shares of its Series CC Convertible Preferred Stock valued
at $83,731 calculated based on conversion provision of the Company’s Articles of
Incorporation filed with the Secretary of State in Nevada on November 26, 2019. Shareholders
of outstanding shares of Series CC Convertible Preferred Stock shall be entitled to convert
part or all of its shares of Series CC Convertible Preferred Stock into a number of fully
paid and nonassessable shares of common stock at a price per share determined by dividing
the number of issued and outstanding shares of stock of the Company on the date of conversion
by 1,000 and multiply the results by 0.8 conversion price.

 

The
consideration for the assignment of $1,163,357, consisting of an aggregate of $1,079,626 of Convertible Redeemable Notes assumed
from Lans Holdings Inc and. 1,000 shares of its Series CC Convertible Preferred Stock valued at $83,731 issued to Lans Holdings
Inc was recorded as compensation expense.

 

On
November 27, 2019, and in connection with the execution of the Assignment, the Company’s Board of Directors appointed Mr.
David Christensen, former director and CEO of LAHO, to serve as director and president of the Company.

 

On
December 23, 2019, Meso Numismatics Inc. entered into the Post Closing Amendment to the Assignment and Assumption Agreement originally
entered into on November 27, 2019 with Global Stem Cells Group Inc., Benito Novas, and Lans Holdings Inc., whereby the Original
Agreement is amended to extend the deadline to enter into the New LOI to 120 days from the execution of the Post Closing Amendment
and option to receive Series CC Convertible Preferred Stock granted to Lans Holdings Inc. has been extended to 120 days from the
execution of the Post Closing Amendment.

 

On
April 22, 2020, Meso Numismatics Inc. entered into a Second Post Closing Amendment to the Assignment and Assumption Agreement
originally entered into on November 27, 2019 with Global Stem Cells Group Inc., Benito Novas, and Lans Holdings Inc., which Assignment
was first amended pursuant to the Post Closing Amendment to the Assignment and Assumption Agreement entered into on December 23,
2019. The Original Agreement is amended to extend the deadline to enter into the New LOI to 150 days from the execution of the
Second Amendment and option to receive Series CC Convertible Preferred Stock granted to Lans Holdings Inc. has been extended to
150 days from the execution of the Second Amendment.

 

On
June 25, 2020, Mr. Martin Chuah submitted his resignation as Director of the Company, effective June 26, 2020. There are no disagreements
between Mr. Chuah and Meso Numismatics Inc. on any matter relating to its operations, policies or practices.

 

On
June 26, 2020, Meso Numismatics Inc. completed the repurchase of 1,000,000 shares of its Series AA (“Series AA”) Super
Voting Preferred Stock, representing all of the Series AA shares held by E-Network de Costa Rica S.A. and S&M Chuah Enterprises
Ltd., respectively.

 

On
June 26, 2020, Mr. Melvin Pereira submitted his resignation as Chief Executive Officer, Chief Financial Officer, Secretary and
Director of Meso Numismatics Inc., effective June 26, 2020. There are no disagreements between Mr. Pereira and Meso Numismatics
Inc. on any matter relating to its operations, policies or practices.

 

On
June 26, 2020, due to Mr. Pereira’s resignation, Meso Numismatics Inc.’s Board of Directors appointed Mr. David Christensen,
current Director and President of the Company, to serve as Chief Executive Officer, Chief Financial Officer and Secretary, effective
June 27, 2020 and granted 50,000 shares of Series AA to Mr. David Christensen.

 

 

NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Principles
of Consolidation and Basis of Presentation

 

The
audited consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Pure Hospitality
Solutions, Inc. and Meso Numismatics Corp. All intercompany transactions have been eliminated.

 

Use
of Estimates in Financial Statement Presentation

 

The
preparation of these financial statements in conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.

 

Reclassifications

 

Certain
amounts for the prior year have been revised or reclassified to conform to the current year presentation.

 

On
September 26, 2018, a 1:1000 reverse stock split was approved by the Financial Industry Regulatory Authority (“FINRA”)
for shareholders of record as of September 26, 2018. All share and per share information has been retroactively adjusted to give
effect to the Reverse Stock Split, including the financial statements and notes thereto.

 

Cash
and Cash Equivalents

 

The
Company considers all highly liquid accounts with original maturities of three months or less to be cash equivalents. At June
30, 2020 and December 31, 2019, all of the Company’s cash was deposited in major banking institutions. There were no cash
equivalents as of June 30, 2020 and December 31, 2019.

 

Inventory

 

The
Company’s inventory is comprised of roughly 50{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} coins and medals and 50{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} paper money. The Company has a meticulous process
for the acquisition and sales process for each coin item. The Company specializes in coins from the Meso region, but also acquires
coins and medals from elsewhere around the world

 

 As
of June 30, 2020, the Company is working on an inventory tracking system by serial number. Until such time as an inventory tracking
system exists, the inventory costs cannot be properly confirmed and written-off to cost of revenue.

 

 Derivative
Instruments

 

The
derivative instruments are accounted for as liabilities, the derivative instrument is initially recorded at its fair market value
and is then re-valued at each reporting date, with changes in fair value recognized in operations for each reporting period. The
Company uses the Binomial option pricing model to value the derivative instruments.

 

Revenue
Recognition

 

Effective
January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes
revenue from the sale of products by applying the following steps: (1) identify the contract with a customer; (2) identify the
performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance
obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.

 

There
was no impact on the Company’s financial statements as a result of adopting Topic 606 for the period ended June 30 2020
and December 31, 2019.

 

 

The
Company’s revenue stream is acquiring rare coins and banknotes from Latin America at reduced costs, which it then sends
to Numismatic Guaranty Corporation and Paper Money Guaranty for authentication and grading. Once graded, the inventory is transferred
to Meso’s Florida-based location and then sent around the world to the Company’s many customers, with sales recorded
net of fees. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product
to a customer. Revenue is measured based on the consideration the Company receives in exchange for those products.

 

Income
Taxes

 

The
Company uses the liability method to record income tax activity. Deferred taxes are determined based upon the estimated future
tax effects of differences between the financial reporting and tax reporting bases of assets and liabilities, given the provisions
of currently enacted tax laws.

 

 The
accounting for uncertainty in income taxes recognized in an enterprise’s financial statements uses the threshold of more-likely-than-not
to be sustained upon examination for inclusion or exclusion. Measurement of the tax uncertainty occurs if the recognition threshold
has been met.

 

Net
Earnings (Losses) Per Common Share

 

The
Company computes earnings (loss) per share by dividing net earnings (loss) by the weighted average number of shares of common
stock and dilutive common stock equivalents outstanding during the year. Dilutive common stock equivalents may consist of
shares issuable upon conversion of convertible preferred shares and convertible notes payable (calculated using the treasury stock
method). Common stock issuable is considered outstanding as of the original approval date for purposes of earnings per share computations.
As of June 30, 2020 the conversion of convertible notes would result in an additional 624,479,496 shares of common stock.

 

Fair
Value of Financial Instruments

 

The
fair value of financial instruments, which include cash, accounts payable and accrued expenses and advances from related parties
were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments.
Management is of the opinion that the Company is not exposed to significant interest, currency or credit risks arising from financial
instruments.

 

Fair
value is defined as the price which would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. A three-tier fair value hierarchy which prioritizes the inputs used in the
valuation methodologies is as follows:

 

Level
1 Inputs – Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability
to access at the measurement date.

 

Level
2 Inputs – Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly
or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical
or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset
or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally
from or corroborated by market data by correlation or other means.

 

Level
3 Inputs – Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions
about the assumptions that market participants would use in pricing the assets or liabilities.

 

At
June 30, 2020 and December 31, 2019, the carrying amounts of the Company’s financial instruments, including cash, account
payables, and accrued expenses, approximate their respective fair value due to the short-term nature of these instruments.

 

 

At
June 30, 2020 and December 31, 2019, the Company does not have any assets or liabilities except for derivative liabilities and
convertible notes payable required to be measured at fair value in accordance with FASB ASC Topic 820, Fair Value Measurement.

 

The
following presents the Company’s fair value hierarchy for those assets and liabilities measured at fair value on non-recurring
basis as of June 30, 2020 and December 31, 2019:

 

    Level 1     Level 2     Level 3     Total  
June 30, 2020                        
Convertible Notes Payable, net of discount   $     $ 2,030,862     $     $ 2,030,862  
Derivative Liability                 8,078,912       8,078,912  
Total   $     $ 2,030,862     $ 8,078,912     $ 10,109,774  
                                 
December 31, 2019                                
Convertible Notes Payable, net of discount   $     $ 1,275,013     $     $ 1,275,013  
Derivative Liability                 4,730,990       4,730,990  
Total   $     $ 1,275,013     $ 4,730,990     $ 6,006,003  

 

Comprehensive
Income

 

The
Company records comprehensive income as the change in equity of a business during a period from transactions and other events
and circumstances from non-owner sources. It includes all changes in equity during a period except those resulting from investments
by owners and distributions to owners. Other comprehensive income (loss) includes foreign currency translation adjustments and
unrealized gains and losses on available-for-sale securities. As of June 30, 2020 and December 31, 2019, the Company had no items
that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

 

Stock
Based Compensation

 

Stock
based compensation costs are measured at fair value on date of grant and recognition of compensation over the service period for
awards expected to vest. The Company determines the fair value of awards using the Black – Scholes valuation model.

 

New
Accounting Pronouncements

 

In
May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from
Contracts with Customers
. ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing
revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition.
ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in
the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and
cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from
costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for interim and annual periods beginning after December
15, 2017. The Company follows paragraph 606 of the FASB Accounting Standards Codification for revenue recognition and ASU 2014-09,
adopting the pronouncements on January 1, 2018. The company considers revenue realized or realizable and earned when the products
are delivered. Since the Company was already recognizing revenue in a manner consistent with paragraph 606 of the FASB Accounting
Standards Codification, there was no material impact on prior year results.

 

 

In
February 2016, the FASB issued ASU No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right of use asset and
a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective
for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective
transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning
of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company
has no physical office space only a month to month online virtual office lease that doesn’t required implementation of ASU
842 in the year ended December 31, 2019 to assets and liabilities.

 

In
June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvement to Nonemployee Share-Based
Payment Accounting, which is part of the FASB’s simplification initiative to maintain or improve the usefulness of the information
provided to the users of financial statements while reducing cost and complexity in financial reporting. This update provides
consistency in the accounting for share-based payments to nonemployees with that of employees. The
Company has adopted ASU 2018-07 in the first quarter of 2019. The adoption of ASU 2018-07 did not have a material impact on the
Company’s financial statements and related disclosures.

 

In
August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820), which modifies the disclosures
on fair value measurements by removing the requirement to disclose the amount and reasons for transfers between Level 1 and Level
2 of the fair value hierarchy and the policy for timing of such transfers. The ASU expands the disclosure requirements for Level
3 fair value measurements, primarily focused on changes in unrealized gains and losses included in other comprehensive income
(loss). The ASU is effective for public entities for fiscal years beginning after December 15, 2019. The Company has not
historically had any transfers between Level 1 and Level 2 or assets or liabilities measured at fair value under Level 3. The
Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.

 

Other
accounting standards and amendments to existing accounting standards that have been issued and have future effective dates are
not applicable or are not expected to have a significant impact on the Company’s consolidated financial statements

 

Going
Concern

 

The
financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses
since inception, resulting in an accumulated deficit of approximately $32,126,274 and negative working capital of $11,122,019
as of June 30, 2020 and future losses are anticipated. These factors, among others, generally tend to raise substantial doubt
as to its ability to obtain additional long-term debt or equity financing in order to have the necessary resources to further
design, develop and launch the website and market the Company’s new service.

 

In
order to continue as a going concern, the Company needs to develop a reliable source of revenues, and achieve a profitable level
of operations in the future and/or to obtain the necessary financing to meet its obligations arising from normal business operations
when they come due.

 

To
fund basic operations for the next twelve months, the Company projects a need for $750,000 that will have to be raised through
debt or equity. In addition to the estimated $300,000 for operating expenses the Company is budgeting $180,000 for advertising
and marketing and $90,000 for new technology. To attract more customers to Meso Numismatics, the Company plans on hiring an advertising
firm and placing more ads on sites such as NGC and PMG. Along with the advertising program the Company plans on investing in upgrading
and expanding the Meso App. To continue expanding sales the Company plans to invest $90,000 to acquire additional inventory along
with exploring possible acquisitions, which the Company estimates it will need approximately $100,000.

 

Accordingly,
the audited financial statements are accounted for as if the Company is a going concern and does not include any adjustments relating
to the recoverability and classification of recorded asset amounts or the amount and classification of liabilities or other adjustments
that might be necessary should be Company be unable to continue as a going concern.

 

 

NOTE
3 – REVENUE RECOGNITION

 

On
January 1, 2018, the Company adopted ASU 2014-09 Revenue from Contracts with Customers and all subsequent amendments to
the ASU (collectively, “ASC 606”), the Company recognizes revenue from the sales of products, by applying the following
steps:

 

(1)
Identify the contract with a customer

(2)
Identify the performance obligations in the contract

(3)
Determine the transaction price

(4)
Allocate the transaction price to each performance obligation in the contract

(5)
Recognize revenue when each performance obligation is satisfied

 

There
was no impact on the Company’s financial statements as a result of adopting Topic 606 for the period ended June 30, 2020
and December 31, 2019.

 

The
Company’s only revenue stream is acquiring rare coins and banknotes from Latin America at reduced costs, which it then sends
to Numismatic Guaranty Corporation and Paper Money Guaranty for authentication and grading. Once graded, the inventory is transferred
to Meso’s Florida-based location and then sent around the world to the Company’s many customers, with sales recorded
net of fees. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product
to a customer. Revenue is measured based on the consideration the Company receives in exchange for those products.

 

NOTE
4 – NOTES PAYABLE

 

Convertible
Notes Payable

 

During
2015, the Company entered into Convertible Debentures with Digital Arts Media Network and Ajene Watson, LLC. The promissory note
agreements bear interest from eight (8{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}) percent to ten (10{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}) and have a one (1) year maturity date. The notes may be repaid in
whole or in part at any time prior to maturity. There are no shares of common stock issuable upon the execution of the promissory
notes. The notes are convertible, at the investors’ sole discretion, into shares of common stock at variable conversion
prices. As of June 30, 2020 and December 31, 2019, Digital Arts Media Network and Ajene Watson, LLC had an outstanding balance
of $148,247.

 

From
2016 to 2018, the Company entered into several Convertible Debentures with a lender which bear interest at eight (8{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}) percent
and have a one (1) year maturity date. The notes may be repaid in whole or in part at any time prior to maturity. There are no
shares of common stock issuable upon the execution of the promissory notes. The notes are convertible, at the leaders’ sole
discretion, into shares of common stock at variable conversion prices. The lender had an outstanding balance at June 30, 2020
and December 31, 2019 of $852,133.

 

During
2019, the Company entered into several Convertible Debentures with two lenders which bear interest from eight (8{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}) percent to
fifteen (15{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}) percent and have a one (1) year maturity date. The notes may be repaid in whole or in part at any time prior to
maturity. There are no shares of common stock issuable upon the execution of the promissory notes. The notes are convertible,
at the lenders’ sole discretion, into shares of common stock at variable conversion prices. During 2019, the two lenders
had advanced a total of $354,870, net of discount and attorney fees, in the amount of $33,110 to the Company.

 

 

On
November 25, 2019, Meso Numismatics Inc. pursuant to the certificate of designation of the Series BB, elected to exchange the
preferred shares for other indebtedness calculated at a price per share equal to $1.20. Upon the Company’s mailing of the
Exchange Agreement, the shareholder shall have the option, within 30 days of such mailing date and subject to the execution of
this Agreement to receive the Indebtedness in the form of a convertible note. Should the shareholder not give the Meso Numismatics
Inc. notice the Indebtedness shall automatically be issued in the form of a promissory note.

 

The
convertible note agreements bear no interest and have a four (4) year maturity date. The notes may be repaid in whole or in part
at any time prior to maturity. There are no shares of common stock issuable upon the execution of the promissory notes. The notes
are convertible, at the investors’ sole discretion, into shares of common stock at conversion price equal to the lowest
bid price of the Common Stock as reported on the National Quotations Bureau OTC Markets exchange for the three prior
trading days including the day upon which a Notice of Conversion is received by the Company. As of June 30, 2020 and December
31, 2019, 81,043 Preferred Series BB shares were exchange for an aggregate of $97,252 convertible notes of which 78,620 were cancelled
and 2,423 are still outstanding

 

On
November 27, 2019, Meso Numismatics Inc. entered into an Assignment and Assumption Agreement with Lans Holdings Inc., whereby
Lans Holdings Inc. assigned all of its rights to, obligations and interest in a Binding Letter of Intent entered into on May 23,
2019 with Global Stem Cells Group Inc. and Benito Nova, setting forth the principal terms pursuant to which the Company will acquire
50,000,000 shares of common stock of Global Stem Cells Group Inc. to Meso Numismatics Inc. for assumption of certain Convertible
Redeemable Notes issued by Lans holdings Inc. to lenders., pursuant to a securities purchase agreement.

 

Pursuant
to the Assignment and Assumption Agreement and subject to any pre-existing defaults under the Notes, Meso Numismatics Inc. reissued
the below Notes to a lender upon the following terms:

 

 

Original
Date of Note
  Note Date   Maturity
Date
  Principal
Face
Amount
of Note
    Interest
Rate
 
12/12/2016   11/27/2019   11/27/2020   $ 239,196.00       10 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
12/15/2016   11/27/2019   11/27/2020     291,930.00       12 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
5/16/2019   11/27/2019   11/27/2020     83,000.00       15 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
6/28/2019   11/27/2019   11/27/2020     191,000.00       15 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
7/15/2019   11/27/2019   11/27/2020     84,500.00       15 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
8/2/2019   11/27/2019   11/27/2020     98,000.00       15 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
9/17/2019   11/27/2019   11/27/2020     92,000.00       15 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
            $ 1,079,626.00          

 

During
the period ended March 31, 2020 and December 31, 2019, the lender converted $4,676 of principal into common stock resulting into
a balance of $1,074,950 at June 30, 2020.

 

From
January 28, 2020 to March 30, 2020, the Company entered into an aggregate of $58,410 of Convertible Debentures with a lender which
bear interest of eight (8{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}) percent and have a one (1) year maturity date. The notes may be repaid in whole or in part at any
time prior to maturity. There are no shares of common stock issuable upon the execution of the promissory notes. The notes are
convertible, at the lenders’ sole discretion, into shares of common stock at variable conversion prices. The lender had
advanced a total of $52,600, net of discount and attorney fees, in the amount of $5,810 to the Company.

 

From
April 30, 2020 to June 24, 2020, the Company entered into an aggregate of $109,620 of Convertible Debentures with a lender which
bear interest at eight (8{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}) percent and have a one (1) year maturity date. The notes may be repaid in whole or in part at any
time prior to maturity. There are no shares of common stock issuable upon the execution of the promissory notes. The notes are
convertible, at the lenders’ sole discretion, into shares of common stock at variable conversion prices. The lender had
advanced a total of $93,300, net of discount in the amount of $15,720 to the Company.

 

 

From
May 4, 2020 to June 1, 2020, the Company entered into an aggregate of $146,200 of Convertible Debentures with a lender which bear
interest at fifteen (15{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}) percent and have a one (1) year maturity date. The notes may be repaid in whole or in part at any time
prior to maturity. There are no shares of common stock issuable upon the execution of the promissory notes. The notes are convertible,
at the lenders’ sole discretion, into shares of common stock at variable conversion prices. The lender had advanced a total
of $132,000, net of discount in the amount of $14,200 to the Company.

 

On
May 19, 2020, the Company issued 802,525 shares of common stock in conversion of $3,290 convertible notes payable at conversion
price of $0.0041: a loss of $3,378 was recorded.

 

On
June 25, 2020, the Company entered into a Convertible Debentures with a lender in the amount of $60,000 which bear interest at
fifteen (15{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}) percent and have a one (1) year maturity date. The note may be repaid in whole or in part at any time prior to maturity.
There are no shares of common stock issuable upon the execution of the promissory note. The note is convertible, at the lenders’
sole discretion, into shares of common stock at variable conversion prices. The lender had advanced a total of $54,000, net of
discount in the amount of $6,000 to the Company.

 

These
debentures are convertible, at the investors’ sole option, into common shares at the following terms:

 

a
50 percent discount to the lowest closing bid price during the 10 days immediately preceding
the conversion date as reported on the National Quotations Bureau OTCQB exchange
a
50 percent discount to the average of the lowest traded price during the 20 days immediately
preceding the conversion date as quoted by Bloomberg LP;
a
50 percent discount to the lowest closing bid price during the 25 days immediately preceding
the conversion date as reported on the National Quotations Bureau OTCQB exchange
a
40 percent discount to the average of the three lowest traded price during the 20 days
immediately preceding the conversion date as quoted by Bloomberg LP; or
either
(i) a 40 percent discount to the 10 days average daily trading price immediately preceding
the conversion date, or (ii) at a fixed conversion price of $0.001 per share during any
time whereby the current day market price is at or less than $0.075.

 

The
balance of outstanding convertible notes as of June 30, 2020 and December 31, 2019 is as follows:

 

    June 30,     December 31,  
    2020     2019  
Convertible notes payable   $ 2,932,432     $ 2,563,145  
Less: Discount     901,570       1,288,132  
Convertible notes payable, net   $ 2,030,862     $ 1,275,013  

 

During
the periods ending June 30, 2020 and December 31, 2019 the Company received $331,900 and $387,980, respectively, from funding
on new convertible notes.

 

During
2019, the Company assumed an aggregate of $1,079,626 certain Convertible Redeemable Notes issued by Lans Holdings Inc. to lenders
pursuant to the Assignment and Assumption Agreement and, pursuant to the company’s exchange of debt for Series BB Preferred
Stock, exchanged 78,620 shares of the Company’s Series BB preferred stock for an aggregate of $97,252 in Convertible Notes.

 

 

During
the periods ending June 30, 2020 and 2019, the Company incurred $7,629 and $2,513 losses on the conversion of convertible notes,
respectively. In connection with the convertible notes, the Company recorded $152,357 and $42,109, respectively of interest expense
and $760,192 and $159,778, respectively of debt discount amortization expense. As of June 30, 2020 and December 31, 2019, the
Company had approximately $670,927 and $537,225, respectively of accrued interest.

 

During
the periods ending June 30, 2020 and December 31, 2019, the Company made no payments on the outstanding convertible notes, and
converted $5,873 and $30,251, respectively, of principal and interest into 1,212,525 and 1,893,595 shares of common stock. As
of June 30, 2020 and December 31, 2019, the principal balance of outstanding convertible notes payable was $2,932,432 and $2,563,145,
respectively.

 

Promissory
Notes Payable

 

The
promissory note agreements bear no interest and have a four (4) year maturity date. The notes may be repaid in whole or in part
at any time prior to maturity. As of December 31, 2019, 270,223 Preferred Series BB shares were exchange for an aggregate of $324,268
promissory notes.

 

On
December 3, 2019, Melvin Pereira, the CEO, converted 18,500 shares of the 25,000 shares of Series BB preferred stock to acquire
one hundred (100{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}) percent of Meso’s common stock into 250,999 shares of the Company’s common stock and elected to
exchange the remaining 6,500 shares of Series BB preferred stock for a promissory note of $7,800.

 

Derivatives
Liabilities

 

The
Company determined that the convertible notes outstanding as of June 30, 2020 and December 31, 2019 contained an embedded derivative
instrument as the conversion price was based on a variable that was not an input to the fair value of a “fixed-for-fixed”
option as defined under FASB ASC Topic No. 815 – 40.

 

The
Company determined the fair values of the embedded convertible notes derivatives and tainted convertible notes using the lattice
valuation model with the following assumptions:

    June 30,     December 31,  
    2020     2019  
Common stock issuable     624,479,496       266,447,568  
Market value of common stock on measurement date   $ 0.0140     $ 0.0196  
Adjusted exercise price   $ 0.00005-$0.0080     $ 0.00005-$0.0187  
Risk free interest rate     0.16 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}     1.60 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
Instrument lives in years     1.00 Year       1.00 Years  
Expected volatility     494 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}     575 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
Expected dividend yields     None       None  

 

The
balance of the fair value of the derivative liability as of June 30, 2020 and December 31, 2019 is as follows:

 

 

Balance at December 31, 2018   $ 2,938,317  
Additions     1,541,248  
Fair value loss     295,863  
Conversions     (44,438 )
Balance at December 31, 2019     4,730,990  
Additions     332,400  
Fair value loss     3,025,794  
Conversions     (10,272 )
Balance at June 30, 2020   $ 8,078,912  

 

 

NOTE
5 – CONVERTIBLE PREFERRED STOCK

 

Designation
of Series CC Convertible Preferred Stock

 

On
November 26, 2019, the Company filed with the Secretary of State with Nevada an amendment to the Company’s Articles of Incorporation,
as amended (the “Articles of Incorporation”), authorizing one thousand (1,000) shares of a new series of preferred
stock, par value $0.001 per share, designated “Series CC Convertible Preferred Stock,” for which the board of directors
established the rights, preferences and limitations thereof.

 

At
any time prior to November 25, 2022 (“Automatic Conversion Date”) the Company may redeem for cash out of funds legally
available therefor, any or all of the outstanding Series CC Convertible Preferred Stock at a price equal to $1,000 per share.
If not converted prior, on the Automatic Conversion Date, any and all remaining issued and outstanding shares of Series CC Convertible
Preferred Stock shall automatically convert at the Conversion Price, which is a price per share determined by dividing the number
of issued and outstanding shares of stock of the Company on the date of conversion by 1,000 and multiply the results by 0.8 conversion
price.

 

Each
holder of outstanding shares of Series CC Convertible Preferred Stock shall be entitled to convert prior to the Automatic Conversion
Date, convert part or all of its shares of Series CC Convertible Preferred Stock into a number of fully paid and nonassessable
shares of common stock at a price per share determined by dividing the number of issued and outstanding shares of stock of the
Company on the date of conversion by 1,000 and multiply the results by 0.8 conversion price.

 

The
holders of the Series CC Convertible Preferred Stock shall not be entitled to receive dividends paid on the Company’s common
stock.

 

The
holders of the Series CC Convertible Preferred Stock shall not be entitled to vote on any matter submitted to the shareholders
of the Company for their vote, waiver, release or other action.

 

On
November 27, 2019, Meso Numismatics Inc. entered into an Assignment and Assumption Agreement with Global Stem Cells Group Inc.,
a corporation duly formed under the laws of the State of Florida, Benito Novas and Lans Holdings Inc. a Nevada Corporation whose
securities ceased to be registered as of September 18, 2019, whereby LAHO assigned all of its rights, obligations and interest
in, the Letter of Intent it previously entered into with Global Stem Cells Group Inc. and Benito Novas.

 

In
consideration for the Assignment, Meso Numismatics Inc. issued to Lans Holdings Inc. 1,000 shares of its Series CC Convertible
Preferred Stock valued at $83,731 calculated based on conversion provision of the Company’s Articles of Incorporation filed
with the Secretary of State in Nevada on November 26, 2019. Shareholders of outstanding shares of Series CC Convertible Preferred
Stock shall be entitled to convert part or all of its shares of Series CC Convertible Preferred Stock into a number of fully paid
and nonassessable shares of common stock at a price per share determined by dividing the number of issued and outstanding shares
of stock of the Company on the date of conversion by 1,000 and multiply the results by 0.8 conversion price.

 

The
Convertible Series CC Preferred Stock has been classified outside of permanent equity and liabilities since it embodies a conditional
obligation that the Company may settle by issuing a variable number of equity shares and the monetary value of the obligation
is based on a fixed monetary amount known at inception. The Company has recorded $83,731 which represents 1,000 Series CC Convertible
Preferred Stock at $83.73 per share, issued and outstanding as of June 30, 2020 and December 31, 2019, outside of permanent equity
and liabilities.

 

 

NOTE
6 – STOCKHOLDERS EQUITY

 

Common
Shares

 

The
Board of Directors was required to increase the number of authorized shares of common stock from (a) 200,000,000 to 500,000,000
during June 2015, (b) 500,000,000 to 1,500,000,000 during July 2015, and (c) 1,500,000,000 to 6,500,000,000 during March 2016,
to adhere to the Company’s contractual obligation to maintain the required reserve share amount for debtholders.

 

On
July 2, 2018, the Board of Directors authorized and shareholders approved a 1 for 1,000 reverse stock splits of its issued and
outstanding shares of common stock held by the holders of record, June 30, 2018. The below transactions have been changed to reflect
the 1 for 1,000 reverse stock split.

 

2019
Transactions

 

On
April 22, 2019, 3,010 shares of the Company’s Series BB preferred stock were converted to 34,422 shares of the Company’s
common stock. The shares were converted within the terms of their original issue terms or agreement; therefore a gain or loss
was not recorded.

 

On
August 27, 2019, the Company issued 400,731 shares of common stock in conversion of $12,443 convertible notes payable at conversion
price of $0.03105: a loss of $8,099 was recorded.

 

On
October 23, 2019, the Company issued 478,481 shares of common stock in conversion of $5,287 convertible notes payable at conversion
price of $0.01105: a loss of $1,882 was recorded.

 

On
December 2, 2019, the Company issued 299,000 shares of common stock in conversion of $2,093 convertible notes payable at conversion
price of $0.007: a loss of $1,950 was recorded.

 

On
December 3, 2019, an aggregate of 83,359 shares of the Company’s Series BB preferred stock were converted to 1,130,997 shares
of the Company’s common stock. The shares were converted within the terms of their original issue terms or agreement; therefore
a gain or loss was not recorded.

 

On
December 10, 2019, the Company issued 715,383 shares of common stock in conversion of $5,723 convertible notes payable at conversion
price of $0.008: a loss of $1,262 was recorded.

 

The
above debt conversions resulted in a total loss on conversions of $13,193, included under additional paid in capital.

 

2020
Transactions

 

On
January 8, 2020, the Company issued 410,000 shares of common stock in conversion of $2,583 convertible notes payable at conversion
price of $0.0063: a loss of $4,251 was recorded.

 

On
May 19, 2020, the Company issued 802,525 shares of common stock in conversion of $3,290 convertible notes payable at conversion
price of $0.0041: a loss of $3,378 was recorded.

 

As
of June 30, 2020 and December 31, 2019, the Company has 9,172,563 and 7,960,038 common shares issued and outstanding, respectively.

 

 

Designation
of Series AA Super Voting Preferred Stock

 

On
June 30, 2014, the Company filed with the Secretary of State with Nevada an amendment to the Company’s Articles of Incorporation,
as amended (the “Articles of Incorporation”), authorizing the issuance of up to eleven million (11,000,000) of preferred
stock, par value $0.001 per share.

 

On
May 2, 2014, the Company filed with the Secretary of State with Nevada in the form of a Certificate of Designation that authorized
the issuance of up to one million (1,000,000) shares of a new series of preferred stock, par value $0.001 per share, designated
“Series AA Super Voting Preferred Stock,” for which the board of directors established the rights, preferences and
limitations thereof.

 

Each
holder of outstanding shares of Series AA Super Voting Preferred Stock shall be entitled to ten thousand (10,000) votes for each
share of Series AA Super Voting Preferred Stock held on the record date for the determination of stockholders entitled to vote
at each meeting of stockholders of the Company.

 

The
holders of the Series AA Super Voting Preferred Stock shall not be entitled to receive dividends paid on the Company’s common
stock.

 

Upon
liquidation, dissolution and winding up of the affairs of the Company, whether voluntary or involuntary, the holders of the Series
AA Super Voting Preferred Stock shall not be entitled to receive out of the assets of the Company, whether from capital or earnings
available for distribution, any amounts which will be otherwise available to and distributed to the common shareholders.

 

The
shares of the Series AA Super Voting Preferred Stock will not be convertible into the shares of the Company’s common stock.

 

During
2014, the Company and S & M Chuah Enterprises Ltd, agreed to an exchange of 900,000,000 common shares previously issued to
S & M Chuah Enterprises Ltd, entity controlled by Ken Chua, CEO & board member for 500,000 shares of Series AA Preferred
Stock of the Corporation, par value $0.001 per share. The 900,000,000 common shares were returned to the Company’s transfer
agent for cancellation. The shares were valued on the date of the agreement using the par value of $0.001, since the shares were
non-convertible, non-tradable super voting only.

 

During
2014, the Company and E-Network de Costa Rica S.A., entity controlled by Melvin Pereira mutually agreed upon amount of 500,000
shares of Series AA Preferred Stock of the Corporation, par value $0.001 per share, as a compensation for becoming the new CEO
of Pure Hospitality Solutions Inc. The shares were valued on the date of the agreement and are non-convertible, non-tradable super
voting only.

 

On
November 26, 2019, the Company filed with the Secretary of State with Nevada an amendment to the Company’s Articles of Incorporation,
as amended (the “Articles of Incorporation”), authorizing the increase to 1,050,000 shares of the Series AA Super
Voting Preferred Stock.

 

On
June 26, 2020, Meso Numismatics Inc. completed the repurchase of 1,000,000 shares of its Series AA (“Series AA”) Super
Voting Preferred Stock for an aggregate total purchase price equal to $160,000, representing all of the Series AA shares held
by E-Network de Costa Rica S.A. and S&M Chuah Enterprises Ltd., respectively.

 

As
of June 30, 2020, the Company had no preferred shares of Series AA Preferred Stock issued and outstanding. As of December 31,
2019, the Company had 1,000,000 preferred shares of Series AA Preferred Stock issued and outstanding.

 

 

Designation
of Series BB Preferred Stock

 

On
March 29, 2017, the Company filed with the Secretary of State with Nevada in the form of a Certificate of Designation that authorized
the issuance of up to one million (1,000,000) shares of a new series of preferred stock, par value $0.001 per share, designated
“Series BB Preferred Stock,” for which the board of directors established the rights, preferences and limitations
thereof.

 

Each
holder of outstanding shares of Series BB Preferred Stock shall be entitled to convert on a 1 for 1 basis into shares of the Company’s
common stock, any or all of their shares of Series BB Preferred Stock after a minimum of six (6) months have elapsed from the
issuance of the preferred stock to the holder. The Series BB Preferred Stock has no voting rights until the Holder redeems the
preferred stock into the Company’s common stock. The Series BB Preferred Stock shall not be adjusted by the Corporation.

 

The
holders of the Series BB Preferred Stock shall not be entitled to receive dividends paid on the Company’s common stock.

 

The
Series BB Preferred Stock has a liquidation value of $1.00. Upon liquidation, dissolution and winding up of the affairs of the
Company, whether voluntary or involuntary, the holders of the Series BB Preferred Stock shall be entitled to share equally and
ratably in proportion to the preferred stock owned by the holder to receive out of the assets of the Company, whether from capital
or earnings available for distribution, any amounts which will be otherwise available to and distributed to the common shareholders.

 

2019
Transactions

 

On
April 22, 2019, 3,010 shares of the Company’s Series BB preferred stock were converted to 34,422 shares of the Company’s
common stock. The shares were converted within the terms of their original issue terms or agreement; therefore a gain or loss
was not recorded.

 

On
December 3, 2019, an aggregate of 83,359 shares of the Company’s Series BB preferred stock were converted to 1,130,997 shares
of the Company’s common stock. The shares were converted within the terms of their original issue terms or agreement; therefore
a gain or loss was not recorded.

 

On
November 25, 2019, Meso Numismatics Inc. pursuant to the certificate of designation of the Series BB, elected to exchange the
preferred shares for other indebtedness calculated at a price per share equal to $1.20. Upon the Company’s mailing of the
Exchange Agreement, the shareholder shall have the option, within 30 days of such mailing date and subject to the execution of
this Agreement to receive the Indebtedness in the form of a convertible note. Should the shareholder not give the Meso Numismatics
Inc. notice the Indebtedness shall automatically be issued in the form of a promissory note. As of December 31, 2019, an aggregate
of 78,620 shares of the Company’s Series BB preferred stock were cancelled for an indebtedness of $429,241; a loss of $37,991
was recorded.

 

As
of June 30, 2020 and December 31, 2019, the Company had 279,146 preferred shares of Series BB Preferred Stock issued and outstanding.

 

Designation
of Series DD Convertible Preferred Stock

 

On
November 26, 2019, the Company filed with the Secretary of State with Nevada an amendment to the Company’s Articles of Incorporation,
as amended (the “Articles of Incorporation”), authorizing ten thousand (10,000) shares of a new series of preferred
stock, par value $0.001 per share, designated “Series DD Convertible Preferred Stock,” for which the board of directors
established the rights, preferences and limitations thereof.

 

Each
holder of outstanding shares of Series DD Convertible Preferred Stock shall be entitled to its shares of Series DD Convertible
Preferred Stock into a number of fully paid and nonassessable shares of common stock determined by multiplying the number of issued
and outstanding shares of common stock of the Company on the date of conversion by 3.17 conversion price.

 

The
holders of the Series DD Convertible Preferred Stock shall not be entitled to receive dividends paid on the Company’s common
stock.

 

 

The
holders of the Series DD Convertible Preferred Stock shall not be entitled to vote on any matter submitted to the shareholders
of the Company for their vote, waiver, release or other action.

 

As
of June 30, 2020 and December 31, 2019, the Company had no preferred shares of Series DD Convertible Preferred Stock issued and
outstanding.

 

Stock
Payable

 

On
June 26, 2020, due to Mr. Pereira’s resignation, Meso Numismatics Inc.’s Board of Directors appointed Mr. David Christensen,
current Director and President of the Company, to serve as Chief Executive Officer, Chief Financial Officer and Secretary, effective
June 27, 2020 and granted 50,000 shares of Series AA to Mr. David Christensen.

 

The
$166,795 value of the Series AA Super Voting Preferred Stock is based on the 10,000 votes per preferred share to one vote per
common share. Valuation based on definition of control premium is defined as the price to which a willing buyer and willing seller
would agree in any arms-length transaction to acquire control of the Company. The premium paid above the market value of the company
is real economic benefit to controlling the Company. Historically, the average control premium applied in M&A transactions
averages approximately 30{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}, which represents the value of control.

 

NOTE
7 – RELATED PARTY TRANSACTIONS

 

On
March 31, 2018, the Company changed its corporate registered offices to 433 Plaza Real Suite, 275, Boca Raton, Florida 33432.
The online virtual office lease is for a month to month term at $53.10 per month. Prior to March 31, 2018, the Company shared
its corporate registered offices with Ajene Watson LLC at 3265 Johnson Avenue, Suite 213, Riverdale, NY 10463. The lease is for
a year-to-year term. During the year ended December 31, 2019 and the year ended December 31, 2018, the Company incurred no material
rent expenses. The Company has no physical office leases that required implementation of ASU 842 in the year ended December 31,
2019 to assets and liabilities.

 

On
November 27, 2019, and in connection with the execution of the Assignment and the LOI, the Company’s Board of Directors
appointed Mr. David Christensen former director and CEO of Lans Holdings, Inc., to serve as director and president of the Company
(see Note 1).

 

On
December 3, 2019, Melvin Pereira, the CEO, converted 18,500 shares of the 25,000 shares of Series BB preferred stock to acquire
one hundred (100{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}) percent of Meso’s common stock into 250,999 shares of the Company’s common stock and elected to
exchange the remaining 6,500 shares of Series BB preferred stock for a promissory note of $7,800.

 

On
June 25, 2020, Mr. Martin Chuah submitted his resignation as Director of the Company, effective June 26, 2020. There are no disagreements
between Mr. Chuah and Meso Numismatics Inc. on any matter relating to its operations, policies or practices.

 

On
June 26, 2020, Mr. Melvin Pereira submitted his resignation as Chief Executive Officer, Chief Financial Officer, Secretary and
Director of Meso Numismatics Inc., effective June 26, 2020. There are no disagreements between Mr. Pereira and Meso Numismatics
Inc. on any matter relating to its operations, policies or practices.

 

On
June 26, 2020, Meso Numismatics Inc. completed the repurchase of 1,000,000 shares of its Series AA (“Series AA”) Super
Voting Preferred Stock for an aggregate total purchase price equal to $160,000, representing all of the Series AA shares held
by E-Network de Costa Rica S.A. and S&M Chuah Enterprises Ltd., respectively.

 

On
June 26, 2020, due to Mr. Pereira’s resignation, Meso Numismatics Inc.’s Board of Directors appointed Mr. David Christensen,
current Director and President of the Company, to serve as Chief Executive Officer, Chief Financial Officer and Secretary, effective
June 27, 2020 and granted 50,000 shares of Series AA to Mr. David Christensen.

 

As
of June 30, 2020, the Company owed David Christensen, current Director and President of the Company $20,000 in compensation.

 

 

NOTE
8 – COMMITMENTS AND CONTINGENCIES

 

On
May 12, 2015, the Company issued a convertible promissory Note (the “Note”) in the principal amount of $25,000 to
Tarpon Bay Partners, LLC (“Tarpon Bay”) whose principal at the time is now known as a “Bad Actor” under
SEC rules. On or about January 23, 2017, Tarpon Bay elected to convert principal and interest under the Note into shares of the
Company’s common stock. On or about June 6, 2017 the Note was assigned to J.P. Carey Enterprises, Inc. (“J.P.”).
On or about June 7, 2017, J.P. elected to convert principal and interest under the Note into shares of the Company’s common
stock. Joseph Canouse, a principal at J.P., initiated a lawsuit against the Company in Fulton County Court, in Georgia for, among
other things, breach of contract. A default judgment was entered into against the Company for failure to response to these claims.
The court then issued an Order of Judgement against the Company in the amount of $282,500 which was recorded in accounts payable
as of December 31, 2017. The Company appealed the Courts’ decision and in November 2018, while the Court of Appeals affirmed
liability under the judgment, the Court of Appeals vacated the award of the entire judgment amount and remanded the case back
to the trial court with instructions.

 

NOTE
9 – PROPERTY AND EQUIPMENT, NET

 

Property
and equipment, net consisted of the following:

 

    June 30,
2020
    December 31,
2019
 
Computer and office equipment (5 year useful life)   $ 4,000     $ 4,000  
Less: accumulated depreciation     (1,400 )     (1,000 )
Total property and equipment, net   $ 2,600     $ 3,000  

 

Depreciation
expense for the six months ended June 30, 2020 and the year ended December 31, 2019 was $400 and $1,000 respectively.

 

NOTE
10 – PREPAID EXPENSES AND OTHER CURRENT ASSETS

 

On
April 22, 2020, the Company entered into a Second Post Closing Amendment to the Assignment, which extended the deadline to enter
into the New LOI to 150 days from the execution of the Second Amendment and option to receive Series CC Convertible Preferred
Stock granted to Lans Holdings Inc. has been extended to 150 days from the execution of the Second Amendment.

 

In
addition, the Company shall pay an advance amount equal to $225,000 to Global Stem Cells Group Inc, which shall be paid as follows:

 

An
amount equal to $50,000 within 20 business days of the execution of this herein Second
Amendment;
An
amount equal to $75,000 within 60 business days from the initial $50,000 payment above
and;
The
remaining balance to be paid in full at the latest upon execution of the Definitive Agreement
or at such other date as shall be specified by the Parties.

 

On
May 7, 2020, the Company made advance payment in the amount of $50,000 to Global Stem Cells Group Inc, which was recorded as a
prepaid expense and other current asset as of June 30, 2020.

 

 

NOTE
11 – SUBSEQUENT EVENTS

 

On
July 15, 2020, the Company issued 905,929 shares of common stock in conversion of $4,122 convertible notes payable at conversion
price of $0.0046: a loss was not recorded.

 

On
July 17, 2020, the Company entered into a Convertible Debentures with a lender in the amount of $238,116 which bear interest at
eight (8{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}) percent and have a one (1) year maturity date. The note may be repaid in whole or in part at any time prior to maturity.
There are no shares of common stock issuable upon the execution of the promissory note. The note is convertible, at the lenders’
sole discretion, into shares of common stock at variable conversion prices. The lender had advanced a total of $195,000, net of
discount and attorney fees, in the amount of $43,095 to the Company.

 

On
September 16, 2020, Meso Numismatics Inc. entered into a Third Post Closing Amendment to the Assignment and Assumption Agreement
originally entered into on November 27, 2019 with Global Stem Cells Group Inc., Benito Novas, and Lans Holdings Inc., which Assignment
was first amended pursuant to the Post Closing Amendment to the Assignment and Assumption Agreement entered into on December 23,
2019 and amended pursuant to a Second Post Closing Amendment to the Assignment and Assumption Agreement entered into on April
22, 2020. The Original Agreement is amended to extend the deadline to enter into the New LOI to 180 days from the execution of
the Third Amendment and option to receive Series CC Convertible Preferred Stock granted to Lans Holdings Inc. has been extended
to 180 days from the execution of the Third Amendment.

 

On
November 12, 2020, the Company filed with the Secretary of State in Nevada the amendment to Certificate of Designation authorizing
the increase from 1,000 to 8,000,000 shares of the Series CC Convertible Preferred Stock.

 

On
November 16, 2020, Meso Numismatics Inc. and Lans Holdings Inc. confirmed that an option has been granted to Lans Holdings Inc.
to increase the Series CC Convertible Preferred Stock from 1,000 to 8,000,000 shares.

 

On
November 30, 2020, the Company issued 791,104 shares of common stock in conversion of $4,747 convertible notes payable at conversion
price of $0.0070: a loss of $2,034 was recorded.

 

On
December 7, 2020, we signed Debt Restructure Agreements to restructure the debt obligations with three separate lenders. 
The three lenders all had outstanding convertible promissory notes with our company in the aggregate principal amount plus accrued
but unpaid interest of $5,379,624, and the parties have agreed to terminate the old convertible promissory notes in favor of new
secured promissory notes and warrants to purchase shares of our common stock.  We agreed to the new notes and warrants over
the prior convertible notes because the old notes were in default and contained unfavorable terms on conversions. The new notes
extended the maturity date, are not convertible into our common shares, but instead secure the debt obligations with our assets. 
The new notes have a maturity date of December 7, 2023 and an aggregate principal amount of $5,379,624 and, as an incentive; we
have issued cashless warrants to purchase 15,000,000 shares of our common stock at an exercise price of $0.03 per share in connection
with the restructuring.

 

 

Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-Looking
Statements

 

Certain
statements, other than purely historical information, including estimates, projections, statements relating to our business plans,
objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934.   These forward-looking statements generally
are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,”
“intends,” “strategy,” “plan,” “may,” “will,” “would,”
“will be,” “will continue,” “will likely result,” and similar expressions.  We intend
such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking
statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual
results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future
plans or strategies is inherently uncertain.  Factors which could have a material adverse effect on our operations and
future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory
changes, availability of capital, interest rates, competition, cybersecurity, and generally accepted accounting principles. These
risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed
on such statements.  We undertake no obligation to update or revise publicly any forward-looking statements, whether
as a result of new information, future events or otherwise.  Further information concerning our business, including
additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

 

Overview

 

We
intend for this discussion to provide information that will assist in understanding our financial statements, the changes in certain
key items in those financial statements, and the primary factors that accounted for those changes, as well as how certain accounting
principles affect our financial statements.

 

The
Company was originally founded in 1999 as Spectrum Ventures LLC, a private company, registered in Tacoma, WA, for the purpose
of developing, marketing and selling voice over IP products and services. In 2002, the Company changed its name to Nxtech Wireless
Cable Systems, Inc. In August 2007, the Company changed its name to Oriens Travel & Hotel Management Corp. In November 2014,
the Company changed its name to Pure Hospitality Solutions, Inc. During 2014, the Board of Directors of the Company deemed it
in the best interests of the Company and its shareholders to switch directions and become involved in the business of numismatics,
specifically the collection and ultimately the sale of coins, paper currency, bullion and medals.

 

Meso
Numismatics, Inc., has established a growing numismatics operation Meso Numismatics focuses on the Central American Caribbean
region with a concentration of products surrounding Mesoamerica (Mexico to Panama).

 

Having
locations in Costa Rica and Florida for the purposes of conveniently shipping products, the Company has the ability to export
its inventory of coins, paper currency, bullion and medals from Costa Rica, to be sold in the U.S. and around the world. Likewise,
the Company also imports such products back to Costa Rica, to be sold throughout the local markets.

 

The
Company adheres to strict processes related to acquisition and sale of its products. It begins by selecting the best inventory,
be it a rare coin from Latin America, or a banknote with an error from the United States. Inventory is carefully screened by management,
is then sent to be graded by the proper grading authority. For all coins, medals and bullion, the Company’s inventory is
sent to the Numismatic Guaranty Company for authentication and grading. For all banknotes, the Company utilizes the services of
Paper Money Guaranty, LLC for authentication and grading, both Florida-based companies. Once graded, the inventory is sent to
the Company’s Florida-based location prior to being sent to one of the Company’s many customers around the world.

 

 

We
maintain an online store with eBay (www.mesocoins.com) and participate in live auctions with major companies such as Heritage
Auctions, Stacks Bowers Auctions, Lyn Knight Auctions and Sedwick Coins for the sale of its coins, paper currency, bullion and
medals. The Company also launched a new application technology available on the Google Play Store, as well as the Apple App Store.
The Application is a banknote scanner which instantly identifies key characteristics of a banknote. This includes the catalog
reference number of the note, the value, which entity it was issued by, the country of origin and the printer that printed the
note. A picture of each note from our database of more than 61,000 banknotes from a combined 750 countries and regions will also
be included with the information. For the numismatic industry in particular, this application eliminates the need for reference
books, as well as the hours of time it takes to reference all the information about banknotes. With a simple snap of a picture,
information is provided to the end-user almost instantaneously.

 

Meso
continues to acquire rare inventory at market rates, from throughout the Meso Region (including Central America and the Caribbean).
The inventory is then sent for authentication and grading, followed by said items being sold throughout Meso’s sales outlets.
This includes an eBay store with up to, but not limited to, $50,000 in items for sale at any one time. For some of the Company’s
rarer inventory, items are sent to major auction houses around the world for sale.

 

Results
of Operations

 

Results
of Operations for the Three Months Ended June 30, 2020 and 2019

 

Below
is a summary of the results of operations for the three months ended June 30, 2020 and 2019.

 

    For the Three Months Ended June 30,  
    2020     2019     $ Change     {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
Change
 
Revenue   $ 28,787     $ 7,188     $ 21,599       300.49 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
Cost of revenue     18,904       14,970       3,934       26.28 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
Gross profit     9,883       (7,782 )     17,665       -227.00 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
                                 
Operating expenses                                
Advertising and marketing     38       302       (264 )     -87.42 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
Professional fees     17,258       70,297       (53,039 )     -75.45 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
Officer compensation     201,852       12,332       189,520       1536.81 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
Depreciation expense     200       200             0.00 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
Investor relations     743       745       (2 )     -0.27 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
General and administrative     2,585       1,762       823       46.71 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
Total operating expenses     222,676       85,638       137,038       160.02 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
                                 
Other income (expense)                                
Interest expense     (473,867 )     (103,918 )     (369,949 )     356.00 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
Loss on conversion of debt     (3,378 )     (2,513 )     (865 )     34.42 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
Derivative financial instruments     (2,700,486 )     3,141,063       (5,841,549 )     -185.97 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
Net income (loss)   $ (3,390,524 )   $ 2,941,212     $ (6,331,736 )     -215.28 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}

 

Revenue
is affected by the grade assigned to each coin or banknote. Once an item has been acquired it is sent for grading and authentication.
Grading is the process of determining the grade or condition of the coin and banknote, which is the key factor in determining
its value. Management carefully evaluates the grades assigned to each piece of merchandise and then decides which items will be
sold through its eBay store, which items will be sold at live auction and which items will be traded for other items. Grade assigned
will ultimately determine the sales price of the coin or banknote.

 

 

As
of June 30, 2020, the Company is working on an inventory tracking system by serial number. Until such time as an inventory tracking
system exists, the inventory costs cannot be properly confirmed and written-off to cost of revenue along with the cost of grading.

 

Gross
profit

 

Revenue
from the sale of coins, metals and paper money for the three months ended June 30, 2020 was $28,787, compared to $7,188 of revenue
for the same period in 2019. As a result of the write-off of inventory the company generated a positive 34{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} gross profit of $9,883
for the three months ended June 30, 2020 compared to a negative 108{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} gross profit of ($7,782) for the same period in 2019. The
key reason for the increase in gross profit was a result of the amount of inventory written-off in 2020 vs 2019.

 

Operating
expenses

 

Operating
expenses increased by 160.02{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} in the amount of $137,038 for the three months ended June 30, 2020, compared to the same period
in 2019. Listed below are the major changes to operating expenses:

  

Professional
fees decreased by $53,039 for the three months ended June 30, 2020, compared to the same period in 2019, primarily due to audit
and accounting expenses.

 

Officer
compensation increased by $189,520 for the three months ended June 30, 2020, compared to the same period in 2019, primarily due
to the appointment of Mr. David Christensen as Director and President of the Company along with 50,000 shares of Series AA Preferred
stock valued as $166,795.

  

Other
income (expense)

 

Other
income (expense) increased by $6,212,363 for the three months ended June 30, 2020, compared to the same period in 2019, primarily
as a result of the change in fair market value of the convertible notes in 2020.

 

Results
of Operations for the Six Months Ended June 30, 2020 and 2019

 

Below
is a summary of the results of operations for the six months ended June 30, 2020 and 2019.

 

    For the Six Months Ended June 30,  
    2020     2019     $ Change     {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
Change
 
Revenue   $ 40,107     $ 19,104     $ 21,003       109.94 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
Cost of revenue     31,023       30,678       345       1.12 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
Gross profit     9,084       (11,574 )     20,658       -178.49 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
                                 
Operating expenses                                
Advertising and marketing     82       535       (453 )     -84.67 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
Professional fees     29,987       123,751       (93,764 )     -75.77 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
Officer compensation     247,336       37,056       210,280       567.47 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
Depreciation expense     400       400             0.00 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
Investor relations     4,243       14,495       (10,252 )     -70.73 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
General and administrative     17,861       7,640       10,221       133.78 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
Total operating expenses     299,909       183,877       116,032       63.10 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
                                 
Other income (expense)                                
Interest expense     (912,549 )     (201,886 )     (710,663 )     352.01 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
Loss on conversion of debt     (7,629 )     (2,513 )     (5,116 )     203.58 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
Derivative financial instruments     (3,025,794 )     658,070       (3,683,864 )     -559.80 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
Net income (loss)   $ (4,236,797 )   $ 258,220     $ (4,495,017 )     -1740.77 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}

 

 

Revenue
is affected by the grade assigned to each coin or banknote. Once an item has been acquired it is sent for grading and authentication.
Grading is the process of determining the grade or condition of the coin and banknote, which is the key factor in determining
its value. Management carefully evaluates the grades assigned to each piece of merchandise and then decides which items will be
sold through its eBay store, which items will be sold at live auction and which items will be traded for other items. Grade assigned
will ultimately determine the sales price of the coin or banknote.

 

As
of June 30, 2020, the Company is working on an inventory tracking system by serial number. Until such time as an inventory tracking
system exists, the inventory costs cannot be properly confirmed and written-off to cost of revenue along with the cost of grading.

 

Gross
profit

 

Revenue
from the sale of coins, metals and paper money for the six months ended June 30, 2020 was $40,107, compared to $19,104 of revenue
for the same period in 2019. As a result of the write-off of inventory the company generated a positive 23{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} gross profit of $9,084
for the six months ended June 30, 2020 compared to a negative 61{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} gross profit of ($11,574) for the same period in 2019. The key
reason for the increase in gross profit was a result of the amount of inventory written-off in 2020 vs 2019.

 

Operating
expenses

 

Operating
expenses decreased by 63.10{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} in the amount of $116,032 for the six months ended June 30, 2020, compared to the same period in
2019. Listed below are the major changes to operating expenses:

  

Professional
fees decreased by $93,764 for the six months ended June 30, 2020, compared to the same period in 2019, primarily due to audit
and accounting expenses.

 

Officer
compensation increased by $210,280 for the six months ended June 30, 2020, compared to the same period in 2019, primarily due
to the appointment of Mr. David Christensen as Director and President of the Company along with 50,000 shares of Series AA Preferred
stock valued as $166,795.

 

Investor
relations expenses decreased by $10,252 for the six months ended June 30, 2020, compared to the same period in 2019, primarily
due to amounts associated with filings.

  

Other
income (expense)

 

Other
income (expense) increased by $4,399,643 for the six months ended June 30, 2020, compared to the same period in 2019, primarily
as a result of the change in fair market value of the convertible notes in 2020.

 

Liquidity
and Capital Resources

 

Since
inception, the Company has financed its operations through private placements and convertible notes. The following is a summary
of the cash and cash equivalents as of June 30, 2020 and December 31, 2019.

 

    June 30,     December 31,              
    2020     2019     $ Change     {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} Change  
Cash and cash equivalents   $ 11,569     $ 23,379     $ (11,810 )     -50.52 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}

 

 

To
fund basic operations for the next twelve months, the Company projects a need for $750,000 that will have to be raised through
debt or equity. In addition to the estimated $300,000 for operating expenses the Company is budgeting $180,000 for advertising
and marketing and $90,000 for new technology. To attract more customers to Meso Numismatics, the Company plans on hiring an advertising
firm and placing more ads on sites such as NGC and PMG. Along with the advertising program the Company plans on investing in upgrading
and expanding the Meso App. To continue expanding sales the Company plans to invest $90,000 to acquire additional inventory along
with exploring possible acquisitions, which the Company estimates it will need approximately $100,000.

 

Summary
of Cash Flows

 

Below
is a summary of the Company’s cash flows for the six months ended June 30, 2020 and 2019.

 

   

For the Six Months Ended

June 30,

 
    2020     2019  
Net cash used in operating activities   $ (133,710 )   $ (179,196 )
Net cash used by investing activities     (50,000 )      
Net cash provided by financing activities     171,900       188,510  
Net decrease in cash and cash equivalents   $ (11,810 )   $ 9,314  

 

Operating
activities

 

Net
cash used in operating activities was $133,710 during the six months ended June 30, 2020 and consisted of a net loss of $4,236,797,
which was offset by a net change in operating assets and liabilities of $125,151 and non-cash items of $3,977,935. The primary
non-cash items for the six months ended June 30, 2020, consisted of amortization of debt discount of $760,192, preferred shares
issued for services of $166,795 and by change in derivative liabilities of $3,025,794. The significant change in operating assets
and liabilities was an increase in accounts payable and accrued liabilities. 

 

Net
cash used in operating activities was $179,196 during the six months ended June 30, 2019 and consisted of a net profit of $258,220,
which was offset by a net change in operating assets and liabilities of $62,797 and non-cash items of $500,213. The primary non-cash
items for the six months ended June 30, 2019, consisted of amortization of debt discount of $159,785 offset by a change in derivative
liabilities of $662,911. The significant change in operating assets and liabilities was an increase in accounts payable and accrued
liabilities. 

 

Investing
activities

 

Net
cash used by investing activities was $50,000 consisted of cash paid for deposit on acquisition for the six months ended June
30, 2020.

 

Financing
activities

 

Net
cash provided by financing activities was $171,900 consisted of proceeds received from the issuance of convertible notes was approximately
$331,900 offset by repurchase of preferred stock in the amount of $160,000 for the six months ended June 30, 2020, as compared
to net cash provided by financing activities of $188,510 during the same period in 2019.

 

Going
Concern

 

The
financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses
since inception, resulting in an accumulated deficit of approximately $32,126,274 and negative working capital of $11,122,019
as of June 30, 2020 and future losses are anticipated. These factors, among others, generally tend to raise substantial doubt
as to its ability to obtain additional long-term debt or equity financing in order to have the necessary resources to further
design, develop and launch the website and market the Company’s new service.

 

 

The
ability of the Company to continue its operations as a going concern is dependent on management’s plans, which include the
raising of capital through debt and/or equity markets with some additional funding from other traditional financing sources, including
term notes, until such time that funds provided by operations are sufficient to fund working capital requirements.

 

The
Company will require additional funding to finance the growth of its current and expected future operations as well as to achieve
its strategic objectives. The Company believes its current available cash along with anticipated revenues may be insufficient
to meet its cash needs for the near future. There can be no assurance that financing will be available in amounts or terms acceptable
to the Company, if at all. The accompanying financial statements have been prepared on a going concern basis, which contemplates
the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do
not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might
be necessary should the Company be unable to continue as a going concern.

 

Off-Balance
Sheet Arrangements

 

As
of June 30, 2020, the Company had no off-balance sheet arrangements.

  

Critical
Accounting Policies

 

Our
critical accounting policies have not materially changed during the three months ended June 30, 2020. Furthermore, the preparation
of our financial statements is in conformity with generally accepted accounting principles in the United States of America, or
GAAP. The preparation of our financial statements requires management to make judgments and estimates that affect the reported
amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements,
and the reported amounts of expenses during the reporting period. Our management believes that we consistently apply these judgments
and estimates, and the financial statements fairly represent all periods presented. However, any differences between these judgments
and estimates and actual results could have a material impact on our statements of income and financial position.

 

Derivative
Instruments

 

The
derivative instruments are accounted for as liabilities, the derivative instrument is initially recorded at its fair market value
and is then re-valued at each reporting date, with changes in fair value recognized in operations for each reporting period. The
Company uses the Binomial option pricing model to value the derivative instruments.

 

Stock
Based Compensation

 

Stock
based compensation costs are measured at fair value on date of grant and recognition of compensation over the service period for
awards expected to vest. The Company determines the fair value of awards using the Black – Scholes valuation model.

 

New
Accounting Pronouncements

 

In
May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts
with Customers. ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition
guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. ASU 2014-09
will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract.
The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising
from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to
obtain or fulfill a contract. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. The Company
follows paragraph 606 of the FASB Accounting Standards Codification for revenue recognition and ASU 2014-09, adopting the pronouncements
on January 1, 2018. The company considers revenue realized or realizable and earned when the products are delivered. Since the
Company was already recognizing revenue in a manner consistent with paragraph 606 of the FASB Accounting Standards Codification,
there was no material impact on prior year results.

 

 

In
February 2016, the FASB issued ASU No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding
lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim
and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition
approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest
comparative period presented in the financial statements, with certain practical expedients available. The Company has no physical
office space only a month to month online virtual office lease that doesn’t required implementation of ASU 842 in the year
ended December 31, 2019 to assets and liabilities.

 

In
June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvement to Nonemployee Share-Based
Payment Accounting, which is part of the FASB’s simplification initiative to maintain or improve the usefulness of the information
provided to the users of financial statements while reducing cost and complexity in financial reporting. This update provides
consistency in the accounting for share-based payments to nonemployees with that of employees. The Company has adopted ASU 2018-07
in the first quarter of 2019. The adoption of ASU 2018-07 did not have a material impact on the Company’s financial statements
and related disclosures.

 

In
August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820), which modifies the disclosures
on fair value measurements by removing the requirement to disclose the amount and reasons for transfers between Level 1 and Level
2 of the fair value hierarchy and the policy for timing of such transfers. The ASU expands the disclosure requirements for Level
3 fair value measurements, primarily focused on changes in unrealized gains and losses included in other comprehensive income
(loss). The ASU is effective for public entities for fiscal years beginning after December 15, 2019. The Company has not
historically had any transfers between Level 1 and Level 2 or assets or liabilities measured at fair value under Level 3. The
Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.

 

Other
accounting standards and amendments to existing accounting standards that have been issued and have future effective dates are
not applicable or are not expected to have a significant impact on the Company’s consolidated financial statements

 

Revenue
Recognition

 

On
January 1, 2018, the Company adopted ASU 2014-09 Revenue from Contracts with Customers and all subsequent amendments to the ASU
(collectively, “ASC 606”), the Company recognizes revenue from the sales of products, by applying the following steps:

 

(1) Identify
the contract with a customer

 

(2) Identify
the performance obligations in the contract

 

(3) Determine
the transaction price

 

(4) Allocate
the transaction price to each performance obligation in the contract

 

(5) Recognize
revenue when each performance obligation is satisfied

 

There
was no impact on the Company’s financial statements as a result of adopting Topic 606 for the period ended June 30, 2020
and December 31, 2019.

 

 

The
Company’s only revenue stream is acquiring rare coins and banknotes from Latin America at reduced costs, which it then sends
to Numismatic Guaranty Corporation and Paper Money Guaranty for authentication and grading. Once graded, the inventory is transferred
to Meso’s Florida-based location and then sent around the world to the Company’s many customers, with sales recorded
net of fees. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product
to a customer. Revenue is measured based on the consideration the Company receives in exchange for those products.

 

Use
of Estimates

 

The
preparation of these financial statements in conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.

 

Fair
Value of Financial Instruments

 

The
fair value of financial instruments, which include cash, accounts payable and accrued expenses and advances from related parties
were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments.
Management is of the opinion that the Company is not exposed to significant interest, currency or credit risks arising from financial
instruments.

 

Fair
value is defined as the price which would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. A three-tier fair value hierarchy which prioritizes the inputs used in the
valuation methodologies, as follows:

 

Level
1 Inputs – Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability
to access at the measurement date.

 

Level
2 Inputs – Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly
or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical
or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset
or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally
from or corroborated by market data by correlation or other means.

 

Level
3 Inputs – Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions
about the assumptions that market participants would use in pricing the assets or liabilities.

 

At
June 30, 2020 and December 31, 2019, the carrying amounts of the Company’s financial instruments, including cash, account
payables, and accrued expenses, approximate their respective fair value due to the short-term nature of these instruments.

 

At
June 30, 2020 and December 31, 2019, the Company does not have any assets or liabilities except for derivative liabilities and
convertible notes payable required to be measured at fair value in accordance with FASB ASC Topic 820, Fair Value Measurement. 

 

Item
3. Quantitative and Qualitative Disclosures About Market Risk

 

We
are not required to provide the information required by this Item because we are a smaller reporting company.

 

 

Item
4. Controls and Procedures

 

Evaluation
of Disclosure Controls and Procedures

 

We
maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports,
filed under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported within the time periods specified
in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our
chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no
matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control
objectives. In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating
the cost-benefit relationship of possible controls and procedures. In addition, the design of any system of controls also is based
in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed
in achieving its stated goals under all potential future conditions. Over time, a control may become inadequate because of changes
in conditions or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in
a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

 

As
required by the SEC Rules 13a-15(b) and 15d-15(b), we carried out an evaluation under the supervision and with the participation
of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design
and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing,
our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not
effective at the reasonable assurance level due to the material weaknesses described below. 

 

  1. We
do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls
over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act which is applicable to us for the three
and six months ended June 30, 2020. Management evaluated the impact of our failure to have written documentation of our internal
controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency
that resulted represented a material weakness.

 

  2.
We
do not have sufficient resources in our accounting function, which restricts the Company’s ability to gather, analyze
and properly review information related to financial reporting in a timely manner. In addition, due to our size and nature,
segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent
possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate
individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure
controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

 

  3.
 
We
have inadequate controls to ensure that information necessary to properly record transactions is adequately communicated on
a timely basis from non-financial personnel to those responsible for financial reporting. Management evaluated the impact
of the lack of timely communication between non–financial personnel and financial personnel on our assessment of our
reporting controls and procedures and has concluded that the control deficiency represented a material weakness.
     
  4.  Certain
control procedures were unable to be verified due to performance not being sufficiently documented. As an example, some procedures
requiring review of certain reports could not be verified due to there being no written documentation of such review. Management
evaluated the impact of its failure to maintain proper documentation of the review process on its assessment of its reporting
controls and procedures and has concluded deficiencies represented a material weakness.
     
  5. The
Company has no formal control process related to the identification and approval of related party transactions.

 

To
address these material weaknesses, management engaged financial consultants, performed additional analyses and other procedures
to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results
of operations and cash flows for the periods presented. We have not remedied the material weaknesses as of June 30, 2020. The
Company plans to take remedial action to address these weaknesses during the fiscal year ended 2021.

 

Changes
in Internal Control Over Financial Reporting

 

There
has been no change in our internal control over financial reporting identified in connection with the evaluation required by Rule
13a-15(d) of the Exchange Act that occurred during the quarter ended June 30, 2020 that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting, except the implementation of the controls identified
above.

 

 

PART
II – OTHER INFORMATION

 

Item
1. Legal Proceedings

 

Other
than described below, to the Company’s knowledge, there is no action, suit, proceeding, inquiry or investigation before
or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive
officers of our Company or any of our subsidiaries, threatened against or affecting our Company, our common stock, any of our
subsidiaries or of our Company’s or our Company’s subsidiaries’ officers or directors in their capacities as
such, in which an adverse decision could have a material adverse effect.

 

On
May 12, 2015, the Company issued a convertible promissory Note (the “Note”) in the principal amount of $25,000 to
Tarpon Bay Partners, LLC (“Tarpon Bay”), whose principal at the time, is now known as a “Bad Actor” under
SEC rules. On or about January 23, 2017, Tarpon Bay elected to convert principal and interest under the Note into shares of the
Company’s common stock. On or about June 6, 2017 the Note was assigned to J.P. Carey Enterprises, Inc. (“J.P.”).
On or about June 7, 2017, J.P. elected to convert principal and interest under the Note into shares of the Company’s common
stock. Joseph Canouse, a principal at J.P. initiated a lawsuit against the Company in Fulton County Court, in Georgia for, amongst
other things, breach of contract. A default judgment was entered into against the Company for failure to response to these claims.
The court then issued an Order of Judgement against the Company in the amount of $282,500 which was recorded in accounts payable
as of December 31, 2017. The Company appealed the Courts’ decision and in November 2018, while the Court of Appeals affirmed
liability under the judgment, the Court of Appeals vacated the award of the entire judgment amount and remanded the case back
to the trial court with instructions. The case is awaiting a trial date.

 

Item 1A. 
Risk Factors

 

See
risk factors included in our Annual Report on Form 10-K for 2019.

 

Item
2. Unregistered Sales of Equity Securities and Use of Proceeds

 

On
May 19, 2020, the Company issued 802,525 shares of common stock in conversion of $3,290 convertible notes payable at conversion
price of $0.0041.

 

On
July 15, 2020, the Company issued 905,929 shares of common stock in conversion of $4,122 convertible notes payable at conversion
price of $0.0046: a loss was not recorded.

 

On
November 30, 2020, the Company issued 791,104 shares of common stock in conversion of $4,747 convertible notes payable at conversion
price of $0.0070: a loss of $2,034 was recorded.

 

These
securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The holders represented
their intention to acquire the securities for investment only and not with a view towards distribution. The investors were given
adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising.
We directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted
stock.

 

Item
3. Defaults Upon Senior Securities

 

None.

 

Item
4. Mine Safety Disclosures

 

N/A

 

Item
5. Other Information

 

None.

 

Item
6. Exhibits

 

 

**
Provided herewith

 

 

SIGNATURES

 

Pursuant
to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.

 

Dated
February 8, 2021
MESO
NUMISMATICS, INC.
     
  By: /s/
David Christensen
    David
Christensen
   

President,
Chief Executive Officer, Chief Financial Officer, Secretary and Director

(Principal
Executive Officer)

(Principal
Financial Officer)

(Principal
Accounting Officer)

 

 

34

 

Exhibit 31.1

 

CERTIFICATIONS

 

I, David Christensen, certify that;

 

1. I
have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 of Meso Numismatics, Inc. (the “registrant”);

 

2. Based on my knowledge, this
report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by
this report;

 

3. Based on my knowledge, the
financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other
certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:

 

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b. Designed such internal control
over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;

 

c. Evaluated the effectiveness
of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d. Disclosed in this report
any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most
recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other
certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to
the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the
equivalent functions):

 

a. All significant deficiencies
and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b. Any fraud, whether or not
material, that involves management or other employees who have a significant role in the registrant’s internal control over
financial reporting.

 

Date: February 8, 2021  
   
/s/ David Christensen  
By: David Christensen  
Title: Chief Executive Officer  

 

 

Exhibit 31.2

 

CERTIFICATIONS

 

I, David Christensen, certify that;

 

1. I
have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 of Meso Numismatics, Inc. (the “registrant”);

 

2. Based on my knowledge, this
report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by
this report;

 

3. Based on my knowledge, the
financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other
certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:

 

a. Designed such disclosure
controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being prepared;

 

b. Designed such internal control
over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;

 

c. Evaluated the effectiveness
of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d. Disclosed in this report
any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most
recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or
is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other
certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to
the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the
equivalent functions):

 

a. All significant deficiencies
and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b. Any fraud, whether or not
material, that involves management or other employees who have a significant role in the registrant’s internal control over
financial reporting.

 

Date: February 8, 2021  
   
/s/ David Christensen  
By: David Christensen  
Title: Chief Financial Officer  

 

 

 

Exhibit 32.1

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
AND

CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT
OF 2002

 

In connection with the Quarterly Report
of Meso Numismatics, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2020 filed with the Securities
and Exchange Commission (the “Report”), I, David Christensen, Chief Executive Officer and Chief Financial Officer of
the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that:

 

1. The Report fully complies with the requirements of Section
13(a) of the Securities Exchange Act of 1934; and

 

2. The information contained in the Report fairly presents,
in all material respects, the consolidated financial condition of the Company as of the dates presented and the consolidated result
of operations of the Company for the periods presented.

 

By: /s/ David Christensen  
Name:  David Christensen  
Title: Principal Executive Officer, Principal Financial Officer and Director  
Date: February 8, 2021  

 

This certification has been furnished solely pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.